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Exhibit 10.8



EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT



     THIS AGREEMENT, made and entered into as of the 1st of June, 2002 by and between First Federal
Savings Bank, Sixth and Dormer Streets, Monessen, PA, its successors and assigns (hereinafter
called the “Bank”), and Richard B. Boyer, Key Employee and Executive of the Bank (hereinafter
referred to as the “Executive”).



     WHEREAS, as an employee of the Bank it is the consensus of the Board of the Bank (hereinafter
referred to as the “Board”) that the Executive’s services are of exceptional merit, in excess of
the compensation paid, and an invaluable contribution to the profits and position of the Bank in
its field of activity. The Board further believes that the Executive’s experience, knowledge of
corporate affairs, reputation and industry contacts are of such value, and the Executive’s
continued services so essential to the Bank’s future growth and profits, that the Bank would suffer
severe financial loss should the Executive terminate service.



     ACCORDINGLY, the Board has adopted the Executive Supplemental Retirement Plan (hereinafter
referred to as the “Executive Plan”) and it is the desire of the Bank and the Executive to enter
into this agreement under which the Bank will agree to make certain payments to the Executive upon
the Executive’s retirement and to the Executive’s beneficiary(ies) in the event of the Executive’s
death pursuant to the Executive Plan;



     FURTHERMORE, it is the intent of the parties hereto that this Executive Plan be considered an
unfunded arrangement maintained primarily to provide supplemental retirement benefits for the
Executive, and to be considered a non-qualified benefit plan for purposes of the Employee
Retirement Security Act of 1974, as amended (“ERISA”). The Executive is fully advised of the Bank’s
financial status and has had substantial input in the design and
operation of this benefit plan; and



     NOW THEREFORE,in consideration of services the Executive has performed in the past and those to
be performed in the future, and based upon the mutual promises and covenants herein contained, the
Bank and the Executive agree as follows:




	I.	 	DEFINITIONS






	 	A.	 	Effective Date:
	 
	 	 	 	The Effective Date of the Plan shall be the date as set forth hereinabove.
	 
	 	B.	 	Plan Year:
	 
	 	 	 	Any Reference to the Plan Year shall mean a calendar–year from January 1 to December
31. In the year of implementation, the term the “Plan Year” shall mean the period
from the Effective Date to December 31 of the year of the Effective Date.
	 
	 	C.	 	The Benefit Calculation Date:
	 
	 	 	 	The Benefit Calculation Date is December 31 of each calendar year beginning in the
year in which the Executive attains age 55.




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	 	D.	 	The Benefit Payment Date:
	 
	 	 	 	The Benefit Payment Date is the last business day of January following the Benefit
Calculation Date as set forth herein.
	 
	 	E.	 	Termination of Service:
	 
	 	 	 	Termination of Service shall mean the Executive’s voluntary resignation of service,
other than a Just Cause Termination, or the Bank’s discharge of the Executive
without Cause, prior to the Normal Retirement Age.
	 
	 	F.	 	Pre-Retirement Account:
	 
	 	 	 	A Pre-Retirement Account shall be established as a liability reserve account on the
books of the Bank for the benefit of the Executive. Prior to the Executive’s Normal
Retirement Age or prior to the Executive receiving benefits under this Agreement,
such liability reserve account shall be increased or decreased each year by an
amount equal to the annual earnings or loss for the year determined by the Index,
less the Opportunity Cost for that year. The projected Pre-Retirement Account is
reflected as the Index Liability Balance on the Participant Plan Summary attached
hereto.
	 
	 	G.	 	Index Retirement Benefit:
	 
	 	 	 	The Index Retirement Benefit for the Executive for any year shall be equal to the
excess of the annual earnings (if any) determined by the Index for that year over
the Opportunity Cost for that year.
	 
	 	H.	 	Index:
	 
	 	 	 	The Index for any year shall be the aggregate annual after-tax income from the life
insurance contracts described hereinafter as defined by FASB
Technical Bulletin 85-4
as in effect on the date of this Agreement or as modified if such modification is to
the benefit of the Executive. This Index shall be applied as if such insurance
contracts were purchased on the effective date hereof





	 	 	 
	Insurance Company:

	 	Union Central Life
	Policy Form:

	 	Flexible Premium Adjustable Life Ins.
	Policy Name:

	 	BOLL UL
	Insured’s Age and Sex:

	 	44 Male
	Riders:

	 	None
	Ratings:

	 	Standard Tobacco
	Option:

	 	Death Benefit Option A
	Face Amount:

	 	$3,174,558
	Premiums Paid:

	 	$500,000
	Number of Premiums Remaining:

	 	Four at $175,000, due 12/02, 12/03, 12/04 or 12/05
	Assumed Purchase Date:

	 	5/29/02
	Insurance Company:

	 	Massachusetts Mutual Life Insurance Company







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	Policy Form:

	 	Flexible Premium Adjustable Life Ins.
	Policy Name:

	 	Strategic Life Exec.
	Insured’s Age and Sex:

	 	44 Male
	Riders:

	 	None
	Ratings:

	 	Standard Tobacco
	Option:

	 	Death Benefit Option 1
	Face Amount:

	 	$984,750
	Premiums Paid:

	 	$325,000
	Number of Premiums Remaining:

	 	None
	Assumed Purchase Date:

	 	5/29/02








	 	 	 	If such contracts of life insurance are actually purchased by the Bank, then the
actual policies as of the dates they were purchased shall be used in calculations
under this Agreement. If such contracts of life insurance are not purchased or are
subsequently surrendered or lapsed. then the Bank shall receive annual policy
illustrations that assume the above described policies were purchased from the
above-named insurance company(ies) on the effective date from which the increase in
policy value will be used to calculate the amount of the Index.
	 
	 	 	 	In either case, references to the life insurance contract are merely for purposes
of calculating a benefit. The Bank has no obligation to purchase such life insurance
and, if purchased, the Executive and his beneficiary(ies) shall have no ownership
interest in such policy and shall always have no greater interest in the benefits under
this Agreement than that of an unsecured general creditor of the Bank.
	 
	 	I.	 	Just Cause Termination:
	 
	 	 	 	Just Cause Termination shall mean a termination by Executive of his employment with
the Bank’s affiliate, Exchange Underwriters, Inc. (“EUI”), which becomes effective
within six (6) months following any material change in the terms and conditions of
Executive’s employment imposed by EUI (including, without limitation, changes in
compensation, duties and responsibilities, or work location) and not consented to in
writing by Executive.
	 
	 	J.	 	Opportunity Cost:
	 
	 	 	 	The Opportunity Cost for any year shall be calculated by taking the sum of the
amount of premiums set forth in the Indexed policies described above plus the amount
of any after-tax benefits paid to the Executive pursuant to this Agreement plus the
sum of all previous years after-tax Opportunity Cost, and multiplying that sum by
the Bank’s average annualized after-tax costs of funds as calculated using the
Bank’s third quarter Thrift Financial Report or any successor regulatory financial
report for the Plan Year as filed with the Bank’s primary regulatory agency.
	 
	 	K.	 	Normal Retirement Age:
	 
	 	 	 	Normal Retirement Age shall mean the date on which the Executive attains age 55.
	 
	 	L.	 	Adequately Capitalized:




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	 	 	 	Adequately Capitalized shall mean that the Bank meets the minimum leverage ratio
requirement applicable to the Bank under the Federal Deposit Insurance Act, 12
U.S.C. § 1811 et seq., and regulations promulgated pursuant thereto, as presently
defined in
12 CFR §567.8.






	II.	 	INDEX BENEFITS






	 	A.	 	Retirement Benefit: or Benefits Upon a Just Cause Termination:






	 	1.	 	Subject to Paragraph VII, if (i) Executive remains with the
Bank until the Normal Retirement Age, or (ii) terminates due to a Just Cause
Termination, then. in either such event, Executive shall be entitled to receive
the balance in the Pre-Retirement Account as of his Normal Retirement Age in
fifteen (15) equal annual installments commencing at his Benefit Payment Date.
In addition to these payments and commencing in conjunction therewith, the
Index Retirement Benefit for each Plan Year subsequent to the Benefit Payment
Date, and including the remaining portion of the Plan Year following Benefit
Payment Date, if any, shall be paid to the Executive until the Executive’s
death.






	 	B.	 	Employee Voluntary Termination of Service:
	 
	 	 	 	If the Executive terminates employment voluntarily with EUI prior to attaining his
Normal Retirement Age (other than pursuant to a Just Cause Termination), he shall
receive an annual benefit according to the following schedule:





	 	 	 	 	 
	Years of Employment with	 	 
	EUI from the Date of this Agreement	 	Percentage
	Less than one year
	 	 	0	%
	At least one year, but less than two years-
	 	 	20	%
	At least two years, but less than three years
	 	 	40	%
	At least three years, but less than four years
	 	 	60	%
	At least four years, but less than five years
	 	 	80	%
	Five years or more
	 	 	100	%








	 	C.	 	Bank Termination of Service Other than For Cause:
	 
	 	 	 	Should the Executive suffer a termination of service other than for Cause, the
Executive shall be entitled to receive the balance in the Pre-Retirement Account as
of his Normal Retirement Age payable to the Executive in fifteen (15) equal annual
installments commencing at his Benefit Payment Date. In addition to these payments
and commencing in conjunction therewith, the Index Retirement Benefit for each Plan
Year shall be paid to the Executive until the Executive’s death.




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	 	D.	 	Bank Termination of Service For Cause:
	 
	 	 	 	Should the Executive be discharged for Cause, as it relates
to this Agreement, at any
time, all Benefits under this Agreement shall be forfeited. The term for Cause, as
it relates to this Agreement, shall mean willful gross negligence or willful gross
neglect or the conviction of a felony, fraud, or dishonesty involving the Bank and
further resulting in an adverse effect on the Bank. If a dispute arises as to
discharge for Cause, such dispute
shall be resolved by arbitration as set forth in this Agreement.
	 
	 	E.	 	Death:
	 
	 	 	 	Should the Executive die prior to having received the balance of the Pre_Retirement
Account, the entire unpaid balance of the Executive’s Pre-Retirement Account shall
be paid in a lump sum to the individual or individuals the Executive may have
designated in writing and filed with the Bank. In the absence of any effective
designation of beneficiary(ies), the unpaid balance shall be paid as set forth
herein to the duly qualified executor or administrator of the Executive’s estate.
Said payment due hereunder shall be made the first day of the second month following
the decease of the Executive.
	 
	 	F.	 	Death Benefit:
	 
	 	 	 	Except as set forth above, there is no death benefit provided under this Agreement.






	III.	 	RESTRICTIONS UPON FUNDING
	 
	 	 	The Bank shall have no obligation to set aside, earmark or entrust any fund or money with
which to pay its obligations under this Executive Plan. The Executive, his beneficiary(ies),
or any successor in interest shall be and remain simply a general creditor of the Bank in
the same manner as any other creditor having a general claim for matured and unpaid
compensation.
	 
	 	 	The Bank reserves the absolute right at its sole discretion, to either fund the obligations
undertaken by this Executive Plan or to refrain from funding the same and to determine the
extent, nature and method of such funding. Should the Bank elect to fund this Executive
Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability
policies or annuities, the Bank reserves the absolute right, in its sole discretion, to
terminate such funding at any time, in whole or in part. At no time shall the Executive be
deemed to have any lien nor right, title or interest in or to any specific funding
investment or to any assets of the Bank.
	 
	 	 	If the Bank elects to invest in a life insurance, disability or annuity policy upon the life
of the Executive, then the Executive shall assist the Bank by freely submitting to a
physical exam and supply such additional information necessary to obtain such insurance or
annuities.




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	IV.	 	MISCELLANEOUS






	 	A.	 	Alienability and Assignment Prohibition:
	 
	 	 	 	Neither the Executive, nor the Executive’s surviving spouse, nor any other
beneficiary(ies) under this Executive Plan shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise
encumber in advance any of the benefits payable hereunder nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments, alimony or
separate maintenance owed by the Executive or the Executive’s beneficiary(ies), nor
be transferable by operation of law in the event of bankruptcy, insolvency or
otherwise. In the event the Executive or any beneficiary attempts assignment,
commutation, hypothecation, transfer or disposal of the benefits hereunder, the
Bank’s liabilities shall forthwith cease and terminate.
	 
	 	B.	 	Binding Obligation of the Bank and any Successor in Interest:
	 
	 	 	 	The Bank shall not sell or assign all or substantially all of
its assets to any other
person until and unless such person agrees, in writing, to assume and discharge the
duties and obligation of the Bank hereunder. This Executive Plan shall be binding
upon the parties hereto, their successors, beneficiaries, heirs, personal
representatives, and permitted assigns.
	 
	 	C.	 	Amendment or Revocation:
	 
	 	 	 	It is agreed by and between the parties hereto that, during the lifetime of the
Executive, this Executive Plan may be amended or revoked at any time or times, in
whole or in part, by the mutual written consent of the Executive and the Bank.
	 
	 	D.	 	Gender:
	 
	 	 	 	Whenever in this Executive Plan words are used in the masculine or neuter gender,
they shall be read and construed as in the masculine, feminine or neuter gender,
whenever they should so apply.
	 
	 	E.	 	Headings:
	 
	 	 	 	Headings and subheadings in this Executive Plan are inserted for reference and
convenience only and shall not be deemed a part of this Executive Plan.
	 
	 	F.	 	Applicable Law:
	 
	 	 	 	The validity and interpretation of this Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.
	 
	 	G.	 	12U.S.C. § 1828(k):
	 
	 	 	 	Any payments made to the Executive pursuant to this Executive Plan, or otherwise,
are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) or any




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	 	 	 	regulations promulgated thereunder.
	 
	 	H.	 	Partial Invalidity:
	 
	 	 	 	If any term, provision, covenant, or condition of this Executive Plan is
determined by an arbitrator or a court, as the case may be, to be invalid, void, or
unenforceable, such determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable. and the Executive Plan shall
remain in full force and effect notwithstanding such partial invalidity.
	 
	 	I.	 	Employment:
	 
	 	 	 	No provision of this Executive Plan shall be deemed to restrict or limit any
existing employment agreement by and between the Bank and the Executive, nor shall
any conditions herein create specific employment rights to the Executive nor limit
the right of the Bank to discharge the Executive with or without cause. In a similar
fashion, no provision shall limit the Executive’s rights to voluntarily sever the
Executive’s employment at any time.






	V.	 	ERISA PROVISION






	 	A.	 	Named Fiduciary and Plan Administrator:
	 
	 	 	 	The Named Fiduciary and Plan Administrator of this Executive Plan shall be First
Federal Savings Bank until its resignation or removal by the Board of Directors. As
Named Fiduciary and Plan Administrator, the Bank shall be responsible for the
management, control and administration of the Executive Plan. The Named Fiduciary may
delegate to others certain aspects of the management and operation responsibilities
of the Executive Plan including the employment of advisors and the delegation of
ministerial duties to qualified individuals.
	 
	 	B.	 	Claims Procedure and Arbitration:
	 
	 	 	 	In the event a dispute arises over benefits under this Executive Plan and benefits
are not paid to the Executive (or to the Executive’s beneficiary(ies) in the case of
the Executive’s death) and such claimants feel they are entitled to receive such
benefits, then a written claim must be made to the Named Fiduciary and Plan
Administrator named above within sixty (60) days from the date payments are refused.
The Named Fiduciary and Plan Administrator shall review the written claim and if the
claim is denied, in whole or in part, they shall provide in writing within sixty
(60) days of receipt of such claim its specific reasons for such denial, reference
to the provisions of this Executive Plan upon which the denial is based and any
additional material or information necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken by
claimants if a
further review of the claim denial is desired. A claim shall be deemed denied if the
Named Fiduciary and Plan Administrator fail to take any action within the aforesaid
sixty-day period.
	 
	 	 	 	If claimants desire a second review, they shall notify the Named Fiduciary and Plan
Administrator in writing within sixty (60) days of the first claim denial. Claimants
may




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	 	 	 	review this Executive Plan or any documents relating thereto and submit any
written issues and comments it may feel appropriate. In their sole discretion. the
Named Fiduciary and Plan Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such claim. This
decision shall
likewise state the specific reasons for the decision and shall include reference to
specific provisions of the Plan Agreement upon which the decision is based.
	 
	 	 	 	If claimants continue to dispute the benefit denial based upon completed performance
of this Executive Plan or the meaning and effect of the terms and conditions thereof,
then claimants may submit the dispute to an Arbitrator for final arbitration. The
Arbitrator shall be selected by mutual agreement of the Bank and the claimants. The
Arbitrator shall operate under any generally recognized set of arbitration rules.
The parties hereto agree that they and their heirs, personal representatives,
successors and assigns shall be bound by the decision of such Arbitrator with
respect to any controversy properly submitted to it for determination.






	VI.	 	TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS
	 
	 	 	The Bank is entering into this Agreement upon the assumption that certain existing tax laws,
rules and regulations will continue in effect in their current form. If any said assumptions
should change and said change has a detrimental effect on this Executive Plan, then the Bank
and the Executive both reserve the right to terminate or modify this Agreement accordingly
by mutual agreement of the parties herein.
	 
	VII.	 	EARLY PAY-OUT
	 
	 	 	If at any time on or before the twentieth (20`h) anniversary of the date of this Agreement,
the Bank ceases to be Adequately Capitalized, the Bank shall immediately pay to Executive
the present value of all of the first twenty (20) annual payments then remaining to be made
to Executive hereunder, the amount of each such payment being determined in accordance with
Participant Plan Summary attached hereto. Such present value shall be calculated at a
discount rate equal to the weekly average yield on United States Treasury securities,
adjusted to a constant maturity of one (1) year, as made available by the Federal Reserve
Bank as of the immediately preceding September 30th, plus one hundred twenty (120) basis
points. Upon such payment, this Agreement and the payment obligations of the Bank hereunder
shall thereupon be deemed fully satisfied and terminated. Should the Bank cease to be
Adequately Capitalized after the twentieth (20`h) anniversary of the date of this Agreement,
then any remaining payments to be made to Executive shall be made in accordance with the
original schedule for such payments set forth herein.




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     IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this agreement
and executed the original thereof and that, upon execution, each has received a conforming copy.


	 	 	 	 	 	 
	ATTEST/WITNESS 	 	FIRST FEDERAL SAVINGS BANK	 
	 	 	Monessen, PA	 
	 
	Illegible 	 	By:  	/s/ Peter D. Griffith
 	 
	 	 	 	Name:  	Peter D. Griffith 	 
	 	 	 	Title:  	President 	 
	 
	 	 	EMPLOYEE:

 	 
	/s/ Marilyn Faysor 	 	 	/s/
Richard B. Boyer
 	 
	 	 	 	Richard B. Boyer 	 
	 	 	 	 




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BENEFICIARY DESIGNATION FORM



PRIMARY DESIGNATION:



	 	 	 	 	 
	Name

	 	Address
	 	Relationship







 



 



 



SECONDARY (CONTINGENT) DESIGNATION:



 



 



 



All sums payable under the Executive Supplemental Retirement Plan Executive Agreement by reason
of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no primary
beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.



 



 



	 	 	 
	
 

	 	
 
	

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